Sonoco Products Co. Files Material Definitive Agreement

Ticker: SON · Form: 8-K · Filed: Jun 24, 2024 · CIK: 91767

Sentiment: neutral

Topics: material-definitive-agreement, contract

Related Tickers: SON

TL;DR

Sonoco signed a big deal, details TBD.

AI Summary

On June 22, 2024, Sonoco Products Company entered into a Material Definitive Agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for Sonoco Products Company, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and potential impact of the material definitive agreement.

Key Players & Entities

FAQ

What is the nature of the Material Definitive Agreement entered into by Sonoco Products Company?

The filing does not specify the nature of the Material Definitive Agreement.

Who is the counterparty to the Material Definitive Agreement?

The filing does not disclose the name of the other party to the agreement.

What is the effective date of the Material Definitive Agreement?

The earliest event reported is June 22, 2024, which is the date of the report and likely the date the agreement was entered into.

Are there any financial terms or obligations associated with this agreement disclosed in the filing?

No specific financial terms or obligations are disclosed in this filing.

What is the significance of this Material Definitive Agreement for Sonoco Products Company?

The significance is not detailed, but entering into a material definitive agreement typically implies a substantial business relationship or transaction that could affect the company's operations or finances.

Filing Stats: 2,598 words · 10 min read · ~9 pages · Grade level 15.1 · Accepted 2024-06-24 07:04:09

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Put Option Agreement On June 22, 2024, Sonoco Products Company, a South Carolina corporation (the "Company"), Titan Holdings Coperatief U.A., a cooperative with excluded liability ( coperatie met uitgesloten aansprakelijkheid ), incorporated under the laws of the Netherlands (the "Seller") and Titan Holdings I B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of the Seller ("Eviosys"), entered into a Put Option Agreement (the "Put Option Agreement") pursuant to which the Company has made a binding offer to acquire, on the terms and conditions set forth in an Equity Purchase Agreement attached to the Put Option Agreement (the "Purchase Agreement"), all of the issued and outstanding equity interests in Eviosys (the "Purchased Interests", and such acquisition of the Purchased Interests, the "Transaction") from the Seller, subject to the terms and conditions of the Put Option Agreement, including the delivery by the Seller, on or prior to the Put Option Expiration Date (as defined below), of an exercise notice (the "Exercise Notice" and such agreement to sell the Purchased Interests, the "Put Option") in the form set forth in the Put Option Agreement. Before the Seller can exercise the Put Option and execute the Purchase Agreement, the European Works Council of Eviosys and its subsidiaries (the "Works Council") must be informed and consulted in connection with the Transaction, and the Works Council must have issued a final opinion regarding the Transaction, or be deemed to have been consulted in connection with the Transaction pursuant to that certain European Works Council Agreement (the "EWC Agreement") dated June 6, 2024 (the "Consultation Process"). The Seller has agreed under the Put Option Agreement to use its reasonable best efforts (and to cause Eviosys and its subsidiaries

01

Item 7.01 Regulation FD Disclosure. On June 24, 2024, the Company and Eviosys issued a joint press release, announcing the transactions described in this report, and the Company also made available an investor presentation relating to the transactions described in this report. A copy of the press release is furnished as Exhibit 99.1 hereto and a copy of the investor presentation is furnished as Exhibit 99.2 hereto, both of which are incorporated herein by reference. The information set forth in this Item 7.01 and in the attached Exhibit 99.1 and Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act"), as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements Certain statements made in this Current Report on Form 8-K and Exhibit 99.1 and Exhibit 99.2 hereto with respect to the proposed Transaction are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "assume", "believe", "committed", "continue", "could", "estimate", "expect", "focused", "future", "guidance", "likely", "may", "ongoing", "outlook", "potential", "seek", "strategy", "will", or the negative thereof, and similar expressions identify forward-looking statements.

Forward-looking statements contained in this Current Report on

Forward-looking statements contained in this Current Report on Form 8-K and Exhibit 99.1 and Exhibit 99.2 hereto are made based on current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by management. Such information includes, without limitation, discussions as to guidance and other estimates, perceived opportunities, expectations, beliefs, plans, strategies, goals and objectives concerning our future financial and operating performance. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. Risks and uncertainties include, among other things: risks related to the Transaction, including that the Transaction will not be consummated; the ability to receive regulatory approvals for the Transaction in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions to the Transaction; the ability to retain key employees and successfully integrate Eviosys; our ability to realize estimated cost savings, synergies or other anticipated benefits of the Transaction, or that such benefits may take longer to realize than expected; diversion of management's attention; the potential impact of the announcement or consummation of the Transaction on relationships with clients and other third parties the operation of new manufacturing capabilities the availability, transportation and pricing of raw materials, energy and transportation, including the impact of potential changes in tariffs or sanctions and escalating trade wars, and the impact of war, general regional instability and other geopolitical tensions (such as the ongoing conflict between Russia and Ukraine as well as the economic sanctions related thereto, and the ongoing conflict in Israel and Gaza), and the Company's abi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 2.1* Put Option Agreement, by and among Titan Holdings Coperatief U.A., Titan Holdings I B.V. and Sonoco Products Company, dated June 22, 2024. 2.2* Equity Purchase Agreement, by and among Titan Holdings Coperatief U.A., Titan Holdings I B.V. and Sonoco Products Company, dated June 22, 2024, executed by Sonoco Products Company. 10.1* 364-Day Bridge Facility Commitment Letter, by and among Sonoco Products Company, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. 99.1 Press release, dated as of June 24, 2024. 99.2 Investor Presentation, dated as of June 24, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SONOCO PRODUCTS COMPANY Date: June 24, 2024 By: /s/ Robert R. Dillard Robert R. Dillard Chief Financial Officer

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